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1. Parties: Identifies and defines all parties entering into the joint agreement, including their full legal names, registration details, and addresses
2. Background: Sets out the context and circumstances leading to the joint agreement, including the parties' intentions and objectives
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Scope of Collaboration: Detailed description of the joint activities, project, or venture covered by the agreement
5. Rights and Obligations: Specifies the rights, responsibilities, and obligations of each party under the agreement
6. Financial Arrangements: Details of cost sharing, profit distribution, and other financial aspects of the joint arrangement
7. Decision Making: Process for making joint decisions and governance structure
8. Intellectual Property: Ownership and usage rights of intellectual property brought to or created during the collaboration
9. Confidentiality: Obligations regarding confidential information shared between parties
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Dispute Resolution: Procedures for resolving disagreements between parties
12. Governing Law: Specification of Hong Kong law as governing law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Competition Law Compliance: Required when the joint agreement could raise competition law concerns under Hong Kong Competition Ordinance
2. Data Protection: Required when the collaboration involves processing personal data under Hong Kong's Personal Data (Privacy) Ordinance
3. Export Control: Required when the joint activities involve international trade or technology transfer
4. Force Majeure: Optional clause detailing how unforeseen circumstances affecting performance will be handled
5. Insurance: Required when specific insurance coverage needs to be maintained by parties
6. Environmental Compliance: Required when the joint activities have environmental implications
7. Staff and Secondment: Required when the agreement involves sharing or transferring employees between parties
1. Schedule 1 - Project Scope: Detailed description of project deliverables, timelines, and milestones
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, including budgets and cost allocation
3. Schedule 3 - Governance Structure: Detailed organizational structure and decision-making procedures
4. Schedule 4 - Technical Specifications: Technical requirements and specifications relevant to the joint activities
5. Schedule 5 - Key Personnel: List of key personnel from each party involved in the collaboration
6. Appendix A - Form of Notice: Template for formal notices under the agreement
7. Appendix B - Intellectual Property Register: Register of background and foreground IP rights
Business Day
Commencement Date
Confidential Information
Collaboration
Contribution
Effective Date
Force Majeure Event
Governing Law
Initial Term
Intellectual Property Rights
Joint Committee
Joint Venture
Key Personnel
Material Breach
Notice
Operating Procedures
Parties
Project
Quarter
Related Company
Representatives
Shares
Steering Committee
Strategic Plan
Territory
Third Party
Working Group
Background IP
Foreground IP
Business Plan
Completion
Control
Default Event
Distribution
Encumbrance
Financial Year
Good Industry Practice
Joint IP
Management Committee
Operating Budget
Profit Share
Reserved Matters
Services
Termination Date
Transaction Documents
Voting Rights
Definitions
Joint Objectives
Scope of Collaboration
Contributions
Governance Structure
Management Committee
Decision Making
Financial Arrangements
Profit Sharing
Cost Allocation
Intellectual Property Rights
Confidentiality
Non-Competition
Data Protection
Representations and Warranties
Term and Duration
Termination
Consequences of Termination
Force Majeure
Assignment and Transfer
Dispute Resolution
Governing Law and Jurisdiction
Notices
Amendments
Entire Agreement
Severability
Further Assurance
Counterparts
Third Party Rights
Compliance with Laws
Anti-Corruption
Insurance
Indemnification
Liability Limitations
Personnel and Resources
Reporting Requirements
Audit Rights
Business Planning
Exit Mechanisms
Change Control
Technology
Manufacturing
Financial Services
Professional Services
Education
Healthcare
Real Estate
Construction
Research & Development
Retail
Logistics
Energy
Infrastructure
Telecommunications
Legal
Commercial
Business Development
Operations
Finance
Risk & Compliance
Corporate Affairs
Strategy
Project Management
Research & Development
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Commercial Director
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Strategic Partnership Manager
Joint Venture Manager
Contract Manager
General Counsel
Corporate Secretary
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